General Contract Clauses (10,864)

General. The Company has granted to Participant the Option effective as of the grant date set forth in the Notice (the "Grant Date"). (b) Incorporation of Terms of Plan. The Option is subject to the terms of this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the Plan will control.

General. No Member of the Seller Group is in default with respect to any Order pertaining to the Business. The Business is and at all times has been operated in compliance in all material respects with all applicable Laws.

General. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Clip Interactive, LLC 2013 Equity Incentive Plan, as amended (the "2013 Plan"). From and after 12:01 a.m. Mountain Time on the IPO Date, no additional stock awards will be granted under the 2013 Plan. All Awards granted on or after 12:01 a.m. Mountain Time on the IPO Date will be granted under this Plan. All stock awards granted under the 2013 Plan will remain subject to the terms... of the 2013 Plan. (i) Any shares that would otherwise remain available for future grants under the 2013 Plan as of 12:01 a.m. Mountain Time on the IPO Date (the "2013 Plan's Available Reserve") will cease to be available under the 2013 Plan at such time. (ii) In addition, from and after 12:01 a.m. Mountain Time on the IPO Date, any shares subject, at such time, to outstanding stock awards granted under the 2013 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award (such shares the "Returning Shares") will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Returning Shares. (b) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards. (c) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. (d) Purpose. The Plan, through the grant of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock. View More

General. This Agreement, including Exhibit A, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized... officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable to the fullest extent permitted by law, consistent with the intent of the parties. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Arizona as applied to contracts made and to be performed entirely within Arizona. If this Agreement is acceptable to you, please sign below and return the original to me. You must return this signed Agreement, with the revocation period having elapsed, within sixty (60) days. I wish you good luck in your future endeavors. Sincerely, Senestech, Inc. By: /s/ Jamie Bechtel Jamie Bechtel, Director Exhibit A – Proprietary Information and Inventions Agreement 6 Accepted and Agreed: /s/ Loretta P. Mayer Loretta Mayer December 16, 2019 Date 7 EX-10.5 5 f10k2019ex10-5_senestech.htm SEPARATION AGREEMENT BETWEEN THE REGISTRANT AND LORETTA P. MAYER, PH.D., DATED DECEMBER 18, 2019 Exhibit 10.5 November 12, 2019 Dr. Loretta Mayer Via Email Delivery Re: Separation Agreement Dear Loretta: This letter sets forth the substance of the separation agreement (the "Agreement") that SenesTech, Inc. (the "Company") is offering to you to aid in your employment transition. View More

General. Maker represents and warrants that this Note evidences a loan for business or commercial purposes. By executing this Note, Maker confirms (a) having read and understood the provisions hereof and (b) Maker's agreement with all terms and conditions contained herein.

General. Unless otherwise defined herein, the terms defined in the Protective Insurance Corporation Long-Term Incentive Plan (the "Plan") shall have the same defined meanings in this Award Agreement. The Plan and the Employee's Agreement(s) (as defined below), which are incorporated by reference, and this Award Agreement, constitute the entire understanding and agreement between Employee and the Company regarding the target number of Performance Units and restricted shares in your account. a.... "Employee's Agreement" shall mean the [Insert name and date of any employment or Non-Compete/Severance agreement with Employee] b. "Performance Units" means the right of a Participant to receive cash or Shares, upon achievement of the Performance Goals, in accordance with the Plan. c. "Share" shall mean one share of the Company's Class B Common Stock. View More

General. (a) Effect of this Amendment No. 6 (b) Fees. Borrower agrees to pay on demand all expenses of Agent and Lenders in connection with the preparation, negotiation, execution, delivery and administration of this Amendment No.

General. Awards may be granted under the Plan in the form of Options, Stock Appreciation Rights, Company Stock Awards, Incentive Awards and Restricted Awards. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.

General. The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase... Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee Stock Purchase Plan. Capitalized terms used in the Plan have the meanings set forth in Section 16. (b) Qualified and Non-Qualified Offerings Permitted. The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. Except as otherwise provided in the Plan or determined by the Committee, the Non-423 Component will operate and be administered in the same manner as the 423 Component. View More

General. 7.1 Transfers; Successors and Assigns. (i) This Note, and the obligations and rights of the parties hereunder, shall be binding upon and inure to the benefit of the Company, the holder of this Note, and their respective heirs, successors and assigns; provided, however, that the Company may not transfer or assign its obligations hereunder, by operation of law or otherwise, without the consent of the Requisite Holders; and provided further that the Holder may not transfer or assign its rights... hereunder, by operation of law or otherwise, except to an Affiliate, without the consent of the Company. (ii) Notwithstanding anything else in this Note to the contrary, the right of any Holder (or transferee) to receive principal or interest payments under this Note may be transferred only through the surrender of the current Note and reissuance of a new note by the Company pursuant to the provisions of this paragraph. The foregoing language is intended to cause the Note to be in "registered form" as defined in Treasury Regulations Sections 5f.103-1(c) and 1.871-14(c) and shall be interpreted and applied consistently therewith. 7.2 No Rights or Liabilities as Stockholder; No Personal Liability. This Note does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose. Holder agrees that no stockholder, director or officer of the Company shall have any personal liability for the repayment of this Note. 7.3 Amendment. This Note may be amended or modified, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived, either generally or in a particular instance and either retroactively or prospectively, upon written consent of the Company and the Requisite Holders; provided, however, that no such change, addition, omission or waiver shall reduce the principal on this Note without the consent of the Holder thereof. 5 7.4 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or delivery to the party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on their signature pages to the Purchase Agreement, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.4. If notice is given to the Company, a copy shall also be sent to Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210, Attn: Mitch Bloom, Esq., which copy shall not constitute notice. 7.5 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 7.6 Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with, the laws of the General Corporation Law of the State of New York (excluding the laws and rules of law applicable to conflicts or choice of law). View More